Filed by sedaredgar.com - Neovasc Inc. - Exhibit 4.5






MEDICAL VENTURES CORP.

AMENDED STOCK OPTION PLAN
 (Containing Amendments made
Effective November 22, 2005)

	1. 	PURPOSE OF THE PLAN 


Medical Ventures Corp. (the “Company") hereby
establishes a stock option plan for directors, officers and Service Providers
(as defined below) of the Company and its subsidiaries, to be known as the
"Medical Ventures Corp. Stock Option Plan" (the "Plan"). The purpose of
the Plan is to give to directors, officers and Service Providers, as additional
compensation, the opportunity to participate in the profitability of the Company
by granting to such individuals options to buy shares of the Company at a price
equal to the market price prevailing on the date the option is granted.

	2. 	DEFINITIONS 


In this Plan, the following terms shall have the following
meanings: 

	2.1 	
      "Associate" means an associate as defined in the
      Securities Act.

	 	 	 
	2.2 	
      "Board" means the Board of Directors of the
    Company.

	 	 	 
	2.3 	
      “Change of Control” means the acquisition by any person
      or by any person and a Joint Actor, whether directly or indirectly, of
      voting securities of the Company (as defined in the Securities Act),
      which, when added to all other voting securities of the Company at the
      time held by such person or by such person and a Joint Actor, totals for
      the first time not less than fifty percent (50%) of the outstanding voting
      securities of the Company or the votes attached to those securities are
      sufficient, if exercised, to elect a majority of the Board of Directors of
      the Company.

	 	 	 
	2.4 	
      “Company” means Medical Ventures Corp. and its
      successors.

	 	 	 
	2.5 	
      "Consultant" means a consultant as defined in Section 1.2
      of Policy 4.4 of the TSX Venture Exchange.

	 	 	 
	2.6 	
      “Discounted Market Price” of Shares means, if the Shares
      are listed only on the TSX Venture Exchange, the Market Price less the
      maximum discount permitted under the policy of the TSX Venture Exchange
      applicable to Options;

	 	 	 
	2.7 	
      "Disability" means any disability with respect to an
      Optionee which the Board, in its sole and unfettered discretion, considers
      likely to prevent permanently the Optionee from:

	 	 	 
		(a) 	
      being employed or engaged by the Company, its
      subsidiaries or another employer, in a position the same as or similar to
      that in which he was last employed or engaged by the Company or its
      subsidiaries; or

	 	 	 
		(b) 	
      acting as a director or officer of the Company or its
      subsidiaries.

	 	 	 
	2.8 	
      "Exchanges" means the TSX Venture Exchange and, if
      applicable, The Toronto Stock Exchange and any other stock exchange on
      which the Shares are listed.








	2.9 	
      "Expiry Date" means the date set by the Board under
      section 3.1 of the Plan, as the last date on which an Option may be
      exercised.

	 	 	 
	2.10 	
      "Grant Date" means the date specified in an Option
      Agreement as the date on which an Option is granted.

	 	 	 
	2.11 	
      "Insider" means:

	 	 	 
		(a) 	
      an insider as defined in the Securities Act
      (British Columbia), other than a person who is an insider solely by
      virtue of being a director or senior officer of a subsidiary of the
      Company; and

	 	 	 
		(b) 	
      an Associate of any person who is an insider under
      subsection (a).

	 	 	 
	2.12 	
      "Investor Relations Activities" means investor relations
      activities as that term is defined in Policy 1.1 of the TSX Venture
      Exchange.

	 	 	 
	2.13 	
      “Joint Actor” means a person acting jointly or in concert
      with an offeror, as such term is defined in section 78 of the Securities
      Act.

	 	 	 
	2.14 	
      "Market Price" of Shares at any Grant Date means, if the
      Shares are listed on The Toronto Stock Exchange, the closing price per
      Share on The Toronto Stock Exchange or for the last day Shares were traded
      prior to the Grant Date or, if the Shares are only listed on the TSX
      Venture Exchange, “Market Price” of Shares means the last closing price
      per Share on the trading day immediately preceding the day on which the
      TSX Venture Exchange received notice that the directors granted the Option
      (in accordance with the policies of the TSX Venture Exchange as may exist
      from time to time) or if the Shares are not listed on any stock exchange,
      “Market Price” of Shares means the price per Share on the over-the-counter
      market determined by dividing the aggregate sale price of the Shares sold
      by the total number of such Shares so sold on the applicable market for
      the last day prior to the Grant Date.

	 	 	 
	2.15 	
      "Option" means an option to purchase Shares granted
      pursuant to this Plan.

	 	 	 
	2.16 	
      "Option Agreement" means an agreement, in the form
      attached hereto as Schedule “A”, whereby the Company grants to an Optionee
      an Option.

	 	 	 
	2.17 	
      "Optionee" means each of the directors, officers and
      Service Providers granted an Option pursuant to this Plan and their heirs,
      executors and administrators and, subject to the policies of the Exchange,
      an Optionee may also be a corporation wholly-owned by an individual
      eligible for an Option grant pursuant to this Plan.

	 	 	 
	2.18 	
      "Option Price" means the price per Share specified in an
      Option Agreement, adjusted from time to time in accordance with the
      provisions of section 5.

	 	 	 
	2.19 	
      "Option Shares" means the aggregate number of Shares
      which an Optionee may purchase under an Option.

	 	 	 
	2.20 	
      “Plan” means this Medical Ventures Corp. Stock Option
      Plan.

	 	 	 
	2.21 	
      "Shares" means the common shares in the capital stock of
      the Company as constituted on the date of this agreement provided that, in
      the event of any adjustment pursuant to section 5, "Shares" shall
      thereafter mean the shares or other property resulting from the events
      giving rise to the



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      adjustment.

	 	 	 
	2.22 	
      “Securities Act” means the Securities Act, R.S.B.C. 1996,
      c.418, as amended, as at the date hereof.

	 	 	 
	2.23 	
      "Service Provider" means:

	 	 	 
		(a) 	
      an employee or Insider of the Company or any of its
      subsidiaries;

	 	 	 
		(b) 	
      any other person or company engaged to provide ongoing
      management or consulting services for the Company or for any entity
      controlled by the Company; and

	 	 	 
		(c) 	
      any person who is providing ongoing management or
      consulting services to the Company or to any entity controlled by the
      Company indirectly through a company that is a Service Provider under
      subsection 2.23(b).

	 	 	 
	2.24 	
      "Unissued Option Shares" means the number of Shares, at a
      particular time, which have been allotted for issuance upon the exercise
      of an Option but which have not been issued, as adjusted from time to time
      in accordance with the provisions of section 5, such adjustments to be
      cumulative.

	 	 	 
	2.25 	
      “Vested” means that an Option has become exercisable in
      respect of a number of Option Shares by the Optionee pursuant to the terms
      of the Option Agreement.




	3. 	
      GRANT OF OPTIONS

	 	 
	3.1 	
      Option Terms



The Board may from time to time authorize the issue of Options
to directors, officers and Service Providers of the Company and its
subsidiaries. The Option Price under each Option shall be not less than the
Discounted Market Price if listed on the TSX Venture Exchange or the Market
Price if listed on the Toronto Stock Exchange on the Grant Date. The Expiry Date
for each Option shall be set by the Board at the time of issue of the Option and
shall not be more than five years after the Grant Date if the Company is
designated as a Tier 2 issuer on the TSX Venture Exchange or ten years if the
Company is designated as a Tier 1 on the TSX Venture Exchange or listed on The
Toronto Stock Exchange Options shall not be assignable (or transferable) by the
Optionee.

	3.2 	Limits on Shares Issuable on Exercise of
      Options 


The maximum number of Shares which may be issuable pursuant to
options granted under the Plan shall be 10% of the issued and outstanding Shares
of the Company from time to time. The number of Shares which may be reserved for
issuance under the Plan, together with all of the Company's other previously
established or proposed share compensation arrangements, within a one-year
period:

	 	(a) 	
      to any one Optionee and any Associates of such Optionee,
      shall not exceed 5% of the outstanding issue; and



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	 	(b) 	
      in aggregate to all Optionees who are Insiders, shall not
      exceed 10% of the outstanding issue.



The number of options to purchase Shares that may be granted in
a one-year period:

	 	(a) 	
      to any one Consultant, shall not exceed 2% of the
      outstanding issue;

	 	 	 
	 	(b) 	
      to any one Optionee and any Associates of such Optionee,
      shall not exceed 5% of the outstanding issue;

	 	 	 
	 	(c) 	
      in aggregate, to all Optionees who are Insiders, shall
      not exceed 10% of the outstanding issue; and

	 	 	 
	 	(d) 	
      to any one Service Provider conducting Investor Relations
      Activities, shall not exceed 2% of the outstanding
issue.



For the purposes of this section, Shares issued pursuant to an
entitlement granted prior to the grantee becoming an Insider may be excluded in
determining the number of Shares issuable to Insiders. For the purposes of
subsections (a) and (b) above, "outstanding issue" is determined on the basis of
the number of Shares that are outstanding immediately prior to the Share
issuance in question, excluding Shares issued pursuant to Share compensation
arrangements over the preceding one-year period.

	3.3 	Option Agreements 


Each Option shall be confirmed by the execution of an Option
Agreement. Each Optionee shall have the option to purchase from the Company the
Option Shares at the time and in the manner set out in the Plan and in the
Option Agreement applicable to that Optionee. For stock options to Employees,
Consultants or Management Company Employees, the Company is representing in the
Plan and in the applicable Stock Option Agreement that the Optionee is a bona
fide Employee, Consultant, or Management Company (as defined in the applicable
policies of the Exchanges), as the case may be, of the Company or its
subsidiary. The execution of an Option Agreement shall constitute conclusive
evidence that it has been completed in compliance with this Plan.

	4. 	
      EXERCISE OF OPTION

	 	 
	4.1 	
      When Options May be Exercised



Subject to sections 4.3 and 4.4, an Option may be exercised to
purchase any number of Shares up to the number of Vested Unissued Option Shares
at any time after the Grant Date up to 5:00 p.m. Vancouver time on the Expiry
Date and shall not be exerciseable thereafter.

	4.2 	Manner of Exercise 


The Option shall be exercisable by delivering to the Company a
notice specifying the number of Shares in respect of which the Option is
exercised together with payment in full of the Option Price for each such Share.
Upon notice and payment there will be a binding contract for the issue of the
Shares in respect of which the Option is exercised, upon and subject to the
provisions of the Plan. Delivery of the Optionee's cheque payable to the Company
in the amount of the Option Price shall constitute payment of the Option Price
unless the cheque is not honoured upon presentation in which case the Option
shall not have been validly exercised.

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	4.3 	Vesting of Option Shares 


The Directors may determine and impose terms upon which each
Option shall become Vested in respect of Option Shares.

	4.4 	Termination of Employment 


If an Optionee ceases to be a director, officer or Service
Provider of the Company or one of the Company’s subsidiaries, his or her Option
shall be exercisable as follows:

	 	(a) 	
      Death, Disability or Retirement

	 	 	 	 
	 		
      If the Optionee ceases to be a director, officer or
      Service Provider of the Company or a subsidiary of the Company, due to his
      or her death, Disability or retirement in accordance with the Company’s
      retirement policy in force from time to time, or, in the case of an
      Optionee that is a company, the death, Disability or retirement of the
      person who provides management or consulting services to the Company or to
      any entity controlled by the Company, the Option then held by the Optionee
      shall be exercisable to acquire Vested Unissued Option Shares at any time
      up to but not after the earlier of:

	 	 	 	 
	 		(i) 	
      90 days after the date of Disability or
  retirement;

	 	 	 	 
	 		(ii) 	
      one year after the date of death; and

	 	 	 	 
	 		(iii) 	
      the Expiry Date;

	 	 	 	 
	 	(b) 	
      Termination for Cause

	 	 	 	 
	 		
      If the Optionee, or in the case of an Option granted to
      an Optionee who falls under the definition of Service Provider set out in
      subsection 2.23(c), the Optionee's employer, ceases to be a director,
      officer or Service Provider of the Company or a subsidiary of the Company
      as a result of termination for cause, as that term is interpreted by the
      courts of the jurisdiction in which the Optionee, or, in the case of the
      Optionee who satisfies the definition of Service Provider set out in
      subparagraph 2.23(c) of the Optionee’s employer, is employed or engaged;
      any outstanding Option held by such Optionee on the date of such
      termination, whether in respect of Option Shares that are Vested or not,
      shall be cancelled as of that date.

	 	 	 	 
	 	(c) 	
      Early Retirement, Voluntary Resignation or Termination
      Other than For Cause

	 	 	 	 
	 		
      If the Optionee or, in the case of an Option granted to
      an Optionee who falls under the definition of Service Provider set out in
      subparagraph 2.23, the Optionee’s employer, ceases to be a director,
      officer or Service Provider of the Company or a subsidiary of the Company
      due to his or her retirement at the request of his or her employer earlier
      than the normal retirement date under the Company’s retirement policy then
      in force, or due to his or her termination by the Company other than for
      cause, or due to his or her voluntary resignation, the Option then held by
      the Optionee shall be exercisable to acquire Vested Unissued Option Shares
      at any time up to but not after the earlier of the Expiry Date and the
      date which is 30 days after the Optionee or, in the case of an Option
      granted to an Optionee who falls under the definition of Service Provider
      set out in subparagraph 2.23(c), the Optionee’s employer, ceases to be a
      director, officer or Service Provided of the Company or a subsidiary of
      the Company.



- 5 -




For greater certainty, an Option that had not become Vested in
respect of certain Unissued Option Shares at the time that the relevant event
referred to in this paragraph 4.4 occurred, shall not be or become exercisable
in respect of such Unissued Option Shares and shall be cancelled.

	4.5 	Effect of a Take-Over Bid 


If a bona fide offer (an “Offer”) for Shares is made to the
Optionee or to shareholders of the Company generally or to a class of
shareholders which includes the Optionee, which Offer, if accepted in whole or
in part, would result in the offeror becoming a control person of the Company,
within the meaning of subsection 1(1) of the Securities Act, the Company shall,
immediately upon receipt of notice of the Offer, notify each Optionee of full
particulars of the Offer, whereupon all Option Shares subject to such Option
will become Vested whereupon the Option may be exercised in whole or in part by
the Optionee so as to permit the Optionee to tender the Option Shares received
upon such exercise pursuant to the Offer. However, if:

	 	(a) 	
      the Offer is not completed within the time specified
      therein; or

	 	 	 
	 	(b) 	
      all of the Option Shares tendered by the Optionee
      pursuant to the Offer are not taken up or paid for by the offeror in
      respect thereof,



then the Option Shares received upon such exercise, or in the
case of clause (b) above the Option Shares that are not taken up and paid for,
shall be returned by the Optionee to the Company and reinstated as authorized
but unissued Shares and with respect to such returned Option Shares, the Option
shall be reinstated as if it had not been exercised and the terms for such
Option Shares becoming Vested shall be reinstated pursuant to paragraph 4.3. If
any Option Share are returned to the Company under this paragraph 4.5, the
Company shall immediately refund the exercise price to the Optionee for such
Option Shares.

	4.6 	Acceleration of Expiry Date



If at any time when an Option granted under the Plan remains
unexercised with respect to any Unissued Option Shares, an Offer is made by an
offeror, the Directors may, upon notifying each Optionee of full particulars of
the Offer, declare all Option Shares issuable upon the exercise of Options
granted under the Plan Vested and accelerate the Expiry Date for the exercise of
all unexercised Options granted under the Plan so that all Options will either
be exercised or expire prior to the date upon which Shares must be tendered
pursuant to the Offer. 

	4.7 	Effect of a Change of Control



If a Change of Control occurs, all Option Shares subject to
each outstanding Option will become Vested, whereupon such Option may be
exercised in whole or in part by the Optionee. 

	4.8 	Exclusion from Severance Allowance, Retirement
      Allowance or Termination Settlement 


If the Optionee, or, in the case of an Option granted to an
Optionee who falls under the definition of Service Provider set out in
subsection 2.23(c), the Optionee's employer, retires, resigns or is terminated
from employment or engagement with the Company or any subsidiary of the Company,
the loss or limitation, if any, pursuant to the Option Agreement with respect to
the right to purchase Option Shares which were not Vested at that time or which,
if Vested, were cancelled, shall not give rise to any right to damages and shall
not be included in the calculation of nor form any part of any severance
allowance, retiring allowance or termination settlement of any kind whatsoever
in respect of such Optionee.

- 6 -





	4.9 	Financial Assistance 


Subject to the provisions of the Company Act (British Columbia)
or other applicable corporate statute and, if required, subject to prior
acceptance of the Exchanges, the Board of Directors of the Company may at any
time or from time to time authorize the Company to provide financial assistance
to an Optionee, on such terms and conditions as the Board of Directors may
determine, to assist such Optionee in exercising his or her Options. Any
financial assistance so provided will be repayable with full recourse.

	4.10 	Shares Not Acquired 


Any Unissued Option Shares not acquired by an Optionee under an
Option which has expired may be made the subject of a further Option pursuant to
the provisions of the Plan.

	5. 	
      ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION
      SHARES

	 	 
	5.1 	
      Share Reorganization



Whenever the Company issues Shares to all or substantially all
holders of Shares by way of a stock dividend or other distribution, or
subdivides all outstanding Shares into a greater number of Shares, or combines
or consolidates all outstanding Shares into a lesser number of Shares (each of
such events being herein called a "Share Reorganization") then effective
immediately after the record date for such dividend or other distribution or the
effective date of such subdivision, combination or consolidation, for each
Option:

	 	(a) 	
      the Option Price will be adjusted to a price per Share
      which is the product of:

	 	 	 	 
	 		(i) 	
      the Option Price in effect immediately before that
      effective date or record date; and

	 	 	 	 
	 		(ii) 	
      a fraction the numerator of which is the total number of
      Shares outstanding on that effective date or record date before giving
      effect to the Share Reorganization, and the denominator of which is the
      total number of Shares that are or would be outstanding immediately after
      such effective date or record date after giving effect to the Share
      Reorganization; and

	 	 	 	 
	 	(b) 	
      the number of Unissued Option Shares will be adjusted by
      multiplying (i) the number of Unissued Option Shares immediately before
      such effective date or record date by (ii) a fraction which is the
      reciprocal of the fraction described in subsection
  (a)(ii).




	5.2 	Special Distribution 


Subject to the prior approval of the Exchanges, whenever the
Company issues by way of a dividend or otherwise distributes to all or
substantially all holders of Shares;

	 	(a) 	
      shares of the Company, other than the Shares;

	 	 	 
	 	(b) 	
      evidences of indebtedness;

	 	 	 
	 	(c) 	
      any cash or other assets, excluding cash dividends (other
      than cash dividends which the board of directors of the Company has
      determined to be outside the normal course); or



- 7 -





	 	(d) 	rights, options or warrants;



then to the extent that such dividend or distribution does not
constitute a Share Reorganization (any of such non-excluded events being herein
called a "Special Distribution"), and effective immediately after the record
date at which holders of Shares are determined for purposes of the Special
Distribution, for each Option the Option Price will be reduced, and the number
of Unissued Option Shares will be correspondingly increased, by such amount, if
any, as is determined by the Board in its sole and unfettered discretion to be
appropriate in order to properly reflect any diminution in value of the Shares
as a result of such Special Distribution.

	5.3 	Corporate Organization 


Whenever there is:

	 	(a) 	
      a reclassification of outstanding Shares, a change of
      Shares into other shares or securities, or any other capital
      reorganization of the Company, other than as described in sections 5.1 or
      5.2;

	 	 	 
	 	(b) 	
      a consolidation, merger or amalgamation of the Company
      with or into another corporation resulting in a reclassification of
      outstanding Shares into other shares or securities or a change of Shares
      into other shares or securities; or

	 	 	 
	 	(c) 	
      a transaction whereby all or substantially all of the
      Company's undertaking and assets become the property of another
      corporation;



(any such event being herein called a "Corporate
Reorganization") the Optionee will have an option to purchase (at the times, for
the consideration, and subject to the terms and conditions set out in the Plan)
and will accept on the exercise of such option, in lieu of the Unissued Option
Shares which he would otherwise have been entitled to purchase, the kind and
amount of shares or other securities or property that he would have been
entitled to receive as a result of the Corporate Reorganization if, on the
effective date thereof, he had been the holder of all Unissued Option Shares or
if appropriate, as otherwise determined by the Directors.

	5.4 	Determination of Option Price and Number of
      Unissued Option Shares 


If any questions arise at any time with respect to the Option
Price or number of Unissued Option Shares deliverable upon exercise of an Option
following a Share Reorganization, Special Distribution or Corporate
Reorganization, such questions shall be conclusively determined by the Company’s
auditors, or, if they decline to so act, any other firm of Chartered Accountants
in Vancouver, British Columbia, that the Directors may designate and who will
have access to all appropriate records and such determination will be binding
upon the Company and all Optionees. 

	5.5 	Regulatory Approval 


Any adjustment to the Option Price or the number of unissued
Option Shares purchasable under the Plan pursuant to the operation of any one of
paragraphs 5.1, 5.2 or 5.3 is subject to the approval of the Exchanges and any
other governmental authority having jurisdiction.

- 8 -





	6. 	
      MISCELLANEOUS

	 	 
	6.1 	
      Right to Employment



Neither this Plan nor any of the provisions hereof shall confer
upon any Optionee any right with respect to employment or continued employment
with the Company or any subsidiary of the Company or interfere in any way with
the right of the Company or any subsidiary of the Company to terminate such
employment.

	6.2 	Necessary Approvals 


The Plan shall be effective only upon the approval of the
shareholders of the Company given by way of an ordinary resolution. Any Options
granted under this Plan prior to such approval shall only be exercised upon the
receipt of such approval. Disinterested shareholder approval (as required by the
Exchanges) will be obtained for any reduction in the exercise price of the
Optionee is an Insider of the Company at the time of the proposed amendment. The
obligation of the Company to sell and deliver Shares in accordance with the Plan
is subject to the approval of the Exchanges and any governmental authority
having jurisdiction. If any shares cannot be issued to any Optionee for any
reason, including, without limitation, the failure to obtain such approval, then
the obligation of the Company to issue such Shares shall terminate and any
Option Price paid by an Optionee to the Company shall be immediately refunded to
the Optionee by the Company. 

	6.3 	Administration of the Plan 


The Directors shall, without limitation, have full and final
authority in their discretion, but subject to the express provisions of the
Plan, to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan and to make all other determinations deemed
necessary or advisable in respect of the Plan. Except as set forth in section
5.4, the interpretation and construction of any provision of the Plan by the
Directors shall be final and conclusive. Administration of the Plan shall be the
responsibility of the appropriate officers of the Company and all costs in
respect thereof shall be paid by the Company. Directors may delegate
administration of the Plan to a committee of the Board.

	6.4 	Income Taxes 


As a condition of and prior to participation in the Plan any
Optionee shall on request authorize the Company in writing to withhold from any
remuneration otherwise payable to him or her any amounts required by any taxing
authority to be withheld for taxes of any kind as a consequence of his or her
participation in the Plan. 

	6.5 	Amendments to the Plan 


The Directors may from time to time, subject to applicable law
and to the prior approval, if required, of the Exchanges or any other regulatory
body having authority over the Company or the Plan, suspend, terminate or
discontinue the Plan at any time, or amend or revise the terms of the Plan or of
any Option granted under the Plan and the Option Agreement relating thereto,
provided that no such amendment, revision, suspension, termination or
discontinuance shall in any manner adversely affect any Option previously
granted to an Optionee under the Plan without the consent of that Optionee.

	6.6 	Form of Notice 


A notice given to the Company shall be in writing, signed by
the Optionee and delivered to the Secretary of the Company.

- 9 -





	6.7 	No representation or Warranty



The Company makes no representation or warranty as to the
future market value of any Shares issued in accordance with the provisions of
the Plan.

	6.8 	Compliance with Applicable Law



If any provision of the Plan or any Option Agreement
contravenes any law or any order, policy, by-law or regulation of any regulatory
body or Exchange having authority over the Company or the Plan, then such
provision shall be deemed to be amended to the extent required to bring such
provision into compliance therewith.

	6.9 	No Assignment or Transfer 


No Optionee may assign or transfer any of his or her rights
under the Plan.

	6.10 	Rights of Optionees 


An Optionee shall have no rights whatsoever as a shareholder of
the Company in respect of any of the Unissued Option Shares (including, without
limitation, voting rights or any right to receive dividends, warrants or rights
under any rights offering).

	6.11 	Conflict 


In the event of any conflict between the provisions of this
Plan and an Option Agreement, the provisions of this Plan shall govern.

	6.12 	Governing Law 


The Plan and each Option Agreement issued pursuant to the Plan
shall be governed by the laws of the province of British Columbia.

	6.13 	Time of Essence 


Time is of the essence of this Plan and of each Option
Agreement. No extension of time will be deemed to be or to operate as a waiver
of the essentiality of time.

	6.14 	Entire Agreement 


This Plan and the Option Agreement sets out the entire
agreement between the Company and the Optionees relative to the subject matter
hereof and supersedes all prior agreements, undertakings and understandings,
whether oral or written.

Approved by the Board of Directors on October 28, 2003, as
amended November 22, 2005.

- 10 -




SCHEDULE “A”

MEDICAL VENTURES CORP.

STOCK OPTION PLAN

OPTION AGREEMENT

Without prior approval of the TSX Venture Exchange
(“Exchange”) and compliance with all applicable securities legislation, the
securities represented by this agreement and any securities issued upon exercise
thereof may not be sold, transferred, hypothecated or otherwise traded on or
through the facilities of the Exchange or otherwise in Canada or to or for the
benefit of a Canadian resident until<>,
200<>. [Insert date which is 4 months from date of
grant]

This Option Agreement is entered into between Medical Ventures
Corp. ("the Company") and the Optionee named below pursuant to the Company Stock
Option Plan (the "Plan"), a copy of which is attached hereto, and confirms
that:

	1. 	
      on ___________________ (the "Grant Date");

	 	 
	2. 	
      ________________________________ (the
  "Optionee");

	 	 
	3. 	
      was granted the option (the “Option”) to purchase
      ____________ Common Shares (the "Option Shares") of the Company;

	 	 
	4. 	
      for the price (the "Option Price") of $_____________
      per share;

	 	 
	5. 	
      which shall be exercisable (“Vested”) in whole or in part
      in the following amounts on or after the following dates:

	 	 
		
      ______________________________________________________________________________
      

	 	 
	6. 	
      terminating on ___________________________________
      (the “Expiry Date”);



all on the terms and subject to the conditions set out in the
Plan. For greater certainty, once Option Shares have become Vested, they
continue to be exercisable until the termination or cancellation thereof as
provided in this Option Agreement and the Plan.

By signing this Option Agreement, the Optionee acknowledges
that the Optionee has read and understands the Plan and agrees to the terms and
conditions of the Plan and this Option Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Option
Agreement as of the <> day of <>, 200<>.

	 	 	MEDICAL VENTURES CORP. 
	OPTIONEE 	 	
	 	 	  
	 	 By: 	
	 	 	Authorized Signatory